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Business Organizations Law Commons™

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2003

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Institution
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Articles 91 - 120 of 167

Full-Text Articles in Business Organizations Law

Proportionate Liability Under The Cbca In The Context Of Recent Corporate Governance Reform: Canadian Auditors In The Wrong Place At The Wrong Time?, Poonam Puri, Stephanie Ben-Ishai Jan 2003

Proportionate Liability Under The Cbca In The Context Of Recent Corporate Governance Reform: Canadian Auditors In The Wrong Place At The Wrong Time?, Poonam Puri, Stephanie Ben-Ishai

Articles & Book Chapters

In the recent Canada Business Corporations Act amendments implementing a proportionate liability scheme, auditors appear to be winners. This is consistent with the trend in the past several years as a result of which Canadian auditors have been successful in narrowing the scope of their liability both through legislation and through common law. Going forward, however, it is fair to say that auditors will be losers unless the accounting profession re-evaluates its role and responsibilities to its stakeholders. Given the accounting and corporate governance scandals North America has witnessed in the past few years, as well as the actual and …


Self-Regulation And Securities Markets, Adam C. Pritchard Jan 2003

Self-Regulation And Securities Markets, Adam C. Pritchard

Articles

Enron, Arthur Andersen, Tyco, ImClone, WorldCom, Adelphia - as American investors reel from accounting scandals and self-dealing by corporate insiders, the question of trust in the securities markets has taken on a new urgency. Securities markets cannot operate without trust. Markets known for fraud, insider trading, and manipulation risk a downward spiral as investors depart in search of safer investments. Today, many investors are rethinking the wisdom of entrusting their financial futures to the stock market. Absent trust in the integrity of the securities markets, individuals will hoard their money under the proverbial mattress.


Questions To Ask Before You Join A Club, Laura N. Beny, Paul S. Bird, Franci J. Blassberg, Michael P. Harrell Jan 2003

Questions To Ask Before You Join A Club, Laura N. Beny, Paul S. Bird, Franci J. Blassberg, Michael P. Harrell

Articles

Despite the recent flurry of large transactions in which a consortium of private equity firms have teamed up to make joint bids and acquisitions, “club deals” themselves are not breaking news. In fact, they have been a staple of small- and middle-sized private equity M&A transactions for years. Recently, however, there has been a growing trend toward large club deals with enterprise values over $1 billion.1 Due to their size, complexity and, often, international dimension, these transactions have generated considerable attention in the business press and have prompted much discussion among private equity professionals and the limited partners whose money …


Litigator's Thumbnail Guide To The Warn Act, David A. Santacroce Jan 2003

Litigator's Thumbnail Guide To The Warn Act, David A. Santacroce

Articles

When large companies choose to lay off workers or close down plants without prior notice, they can be subject to extensive liability under the federal Worker Adjustment and Retraining Notification Act (WARN), including 60 days backpay to all affected workers, daily fines to local government, and attorney fees generated during the suit. In the following article, the author presents the bare bones basics of WARN in order for employees and their advocates to understand how and when WARN applies.


Allocation And Reallocation In Accordance With The Partners' Interests In The Partnership, Stephen Utz Jan 2003

Allocation And Reallocation In Accordance With The Partners' Interests In The Partnership, Stephen Utz

Faculty Articles and Papers

If a partnership agreement either fails to allocate an item of partnership income, gain, deduction, credit, or loss, or does so invalidly, section 704(b) requires the item to be allocated in accordance with the partners' interests in the partnership (PIP). A brief portion of the section 704(b) regulations interpret this reallocation standard, providing guidelines of varying specificity. Commentators agree that the guidelines are vague and puzzling. The courts have not often had to apply this portion of the regulation. However, in the event that the courts do employ section 704(b), they have assigned an implicit priority to the different guidelines, …


Accounting, Steven Raymar, John Finnerty, Michael Zwecher Jan 2003

Accounting, Steven Raymar, John Finnerty, Michael Zwecher

Fordham Journal of Corporate & Financial Law

No abstract provided.


Corporate Governance Issues, Peter Peterson, John Foster, Jeffrey M. Colon, William Treanor Jan 2003

Corporate Governance Issues, Peter Peterson, John Foster, Jeffrey M. Colon, William Treanor

Fordham Journal of Corporate & Financial Law

No abstract provided.


Keynote Address, Susan S. Bies, Alan Rechtschaffen Jan 2003

Keynote Address, Susan S. Bies, Alan Rechtschaffen

Fordham Journal of Corporate & Financial Law

No abstract provided.


Public Relations, Howard J. Rubenstein, Jill Fisch, John Elsen, Stanley S. Arkin, Randall Smith, Carl Felsenfeld Jan 2003

Public Relations, Howard J. Rubenstein, Jill Fisch, John Elsen, Stanley S. Arkin, Randall Smith, Carl Felsenfeld

Fordham Journal of Corporate & Financial Law

No abstract provided.


Analyst Conflicts Of Interests: Are The Nasd And Nyse Rules Enough?, Karen Contoudis Jan 2003

Analyst Conflicts Of Interests: Are The Nasd And Nyse Rules Enough?, Karen Contoudis

Fordham Journal of Corporate & Financial Law

No abstract provided.


New York Revises Ethics Rules To Permit Limited Mdps: A Critical Analysis Of The New York Approach, The Future Of The Mdp Debate After Enron, And Recommendations For Other Jurisdictions, John P. Lucci Jan 2003

New York Revises Ethics Rules To Permit Limited Mdps: A Critical Analysis Of The New York Approach, The Future Of The Mdp Debate After Enron, And Recommendations For Other Jurisdictions, John P. Lucci

Fordham Journal of Corporate & Financial Law

No abstract provided.


A Tangled Web: Compliance Director Liability Under The Securities Laws, Anthony Pirraglia Jan 2003

A Tangled Web: Compliance Director Liability Under The Securities Laws, Anthony Pirraglia

Fordham Journal of Corporate & Financial Law

No abstract provided.


"Go Pick A Client" - And Other Tales Of Woe Resulting From The Selection Of Class Counsel By Court-Ordered Competitive Bidding, Fred B. Burnside Jan 2003

"Go Pick A Client" - And Other Tales Of Woe Resulting From The Selection Of Class Counsel By Court-Ordered Competitive Bidding, Fred B. Burnside

Fordham Journal of Corporate & Financial Law

No abstract provided.


Piercing The Corporate Veil Of A New York Not-For-Profit Corporation, Matthew D. Caudill Jan 2003

Piercing The Corporate Veil Of A New York Not-For-Profit Corporation, Matthew D. Caudill

Fordham Journal of Corporate & Financial Law

No abstract provided.


The Executive Protection: Freezing The Financial Assets Of Alleged Terrorists, The Constitution, And Foreign Participation In U.S. Financial Markets, R. Colgate Selden Jan 2003

The Executive Protection: Freezing The Financial Assets Of Alleged Terrorists, The Constitution, And Foreign Participation In U.S. Financial Markets, R. Colgate Selden

Fordham Journal of Corporate & Financial Law

No abstract provided.


Financial Account Aggregation: The Liability Perspective, Ann S. Spiotto Jan 2003

Financial Account Aggregation: The Liability Perspective, Ann S. Spiotto

Fordham Journal of Corporate & Financial Law

No abstract provided.


Proposals For Insider Trading Regulation After The Fall Of The House Of Enron, James P. Jalil Jan 2003

Proposals For Insider Trading Regulation After The Fall Of The House Of Enron, James P. Jalil

Fordham Journal of Corporate & Financial Law

No abstract provided.


The New Mandate Of The Corporate Lawyer After The Fall Of Enron And The Enactment Of The Sarbanes-Oxley Act, Christina R. Salem Jan 2003

The New Mandate Of The Corporate Lawyer After The Fall Of Enron And The Enactment Of The Sarbanes-Oxley Act, Christina R. Salem

Fordham Journal of Corporate & Financial Law

No abstract provided.


International Insolvency And Environmental Obligations: A Preclude To Resolving The Conflicting Policies Of A Clean Slate Versus A Clean Site In Transnational Bankruptcies, David Neiman Jan 2003

International Insolvency And Environmental Obligations: A Preclude To Resolving The Conflicting Policies Of A Clean Slate Versus A Clean Site In Transnational Bankruptcies, David Neiman

Fordham Journal of Corporate & Financial Law

No abstract provided.


The Misappropriation Theory Of Insider Trading In The Supreme Court: A (Brief) Response To The (Many) Critics Of United States V. O'Hagan, Randall W. Quinn Jan 2003

The Misappropriation Theory Of Insider Trading In The Supreme Court: A (Brief) Response To The (Many) Critics Of United States V. O'Hagan, Randall W. Quinn

Fordham Journal of Corporate & Financial Law

No abstract provided.


If Multidisciplinary Parternships Are Introduced Into The United States, What Could Or Should Be The Role Of General Counsel?, Michele D. Beardslee Jan 2003

If Multidisciplinary Parternships Are Introduced Into The United States, What Could Or Should Be The Role Of General Counsel?, Michele D. Beardslee

Fordham Journal of Corporate & Financial Law

No abstract provided.


Bag Wars And Bank Wars, The Gucci And Banque National De Paris Hostile Bids: European Culture Responds To Active Shareholders, Ernesto Hernández-López Jan 2003

Bag Wars And Bank Wars, The Gucci And Banque National De Paris Hostile Bids: European Culture Responds To Active Shareholders, Ernesto Hernández-López

Fordham Journal of Corporate & Financial Law

No abstract provided.


In Employers We Trust The Federal Right Of Contribution Under Internal Revenue Code Section 6672, Kenneth Ryesky Jan 2003

In Employers We Trust The Federal Right Of Contribution Under Internal Revenue Code Section 6672, Kenneth Ryesky

Fordham Journal of Corporate & Financial Law

No abstract provided.


Disclosure Of The Irrelevant? –Impact Of The Sec’S Final Proxy Voting Disclosure Rules, Brian D. Stewart Jan 2003

Disclosure Of The Irrelevant? –Impact Of The Sec’S Final Proxy Voting Disclosure Rules, Brian D. Stewart

Fordham Journal of Corporate & Financial Law

No abstract provided.


From Behind The Corporate Veil: The Outing Of Wall Street's Investment Banking Scandals - Why Recent Regulations May Not Mean The Dawn Of A New Day, Gina N. Scianni Jan 2003

From Behind The Corporate Veil: The Outing Of Wall Street's Investment Banking Scandals - Why Recent Regulations May Not Mean The Dawn Of A New Day, Gina N. Scianni

Fordham Journal of Corporate & Financial Law

No abstract provided.


Business Law Reform In The United States: Thinking Too Small?, Douglas C. Michael Jan 2003

Business Law Reform In The United States: Thinking Too Small?, Douglas C. Michael

Law Faculty Scholarly Articles

Dean Johan Henning presents the South African experience with business entity reform as one part of a coordinated whole. It included, for example, government funding for business, tax reforms, accounting and securities changes. Henning says that these reforms, though multi-faceted, had a uniform purpose: to use small business as an engine to improve the economy and to move “historically and socially disadvantaged groups” into the mainstream of the economy and the society.

These are noble goals and far reaching efforts, and a lot to ask of business entity reform. But because the South African experience was nonetheless successful by all …


The Impact Of Modern Finance Theory In Acquisition Cases, Rutheford B. Campbell Jr. Jan 2003

The Impact Of Modern Finance Theory In Acquisition Cases, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

In February of 1983, the Supreme Court of Delaware decided Weinberger v. UOP, Inc. The case holds that, in determining the present value of a corporation involved in an acquisition, courts are free to use “any techniques or methods [of valuation] which are generally considered acceptable in the financial community…”

The rule in Delaware prior to Weinberger required courts to determine the present value of a corporation by use of the Delaware block method of valuation exclusively. The Delaware block method, however, is a poor way to determine the present value of a corporation. As a result, even before the …


A Flaw In The Sarbanes-Oxley Reform: Can Diversity In The Boardroom Quell Corporate Corruption?, Steven A. Ramirez Jan 2003

A Flaw In The Sarbanes-Oxley Reform: Can Diversity In The Boardroom Quell Corporate Corruption?, Steven A. Ramirez

Faculty Publications & Other Works

No abstract provided.


Multinational Enforcement Of U.S. Securities Laws: The Need For The Clear And Restrained Scope Of Extraterritorial Subject-Matter Jurisdiction., Kun Young Chang Jan 2003

Multinational Enforcement Of U.S. Securities Laws: The Need For The Clear And Restrained Scope Of Extraterritorial Subject-Matter Jurisdiction., Kun Young Chang

Fordham Journal of Corporate & Financial Law

No abstract provided.


International Money Laundering Abatement And Anti-Terrorist Financing Act Of 2001: Congress Wears A Blindfold While Giving Money Laundering Legislation A Facelift, George A. Lyden Jan 2003

International Money Laundering Abatement And Anti-Terrorist Financing Act Of 2001: Congress Wears A Blindfold While Giving Money Laundering Legislation A Facelift, George A. Lyden

Fordham Journal of Corporate & Financial Law

No abstract provided.